UPWORK, INC — Director's Dealing 2020

Aug 5, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Upwork Inc. (UPWK)
CIK: 0001627475
Period of Report: 2020-08-04

Reporting Person: McCombs Jeff (Chief Financial Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-08-04	Restricted Stock Units (RSUs)	$	A	274348	Acquired		Common Stock (274348)	Direct

Footnotes

F1: Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.

F2: 75% of the RSUs will vest on August 18, 2023 and and the remainder will vest as to an additional 6.25% of the RSUs on each quarterly anniversary thereafter, subject to, on each vesting date, the Reporting Person's continued employment as Chief Financial Officer with the Issuer through each vesting date. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.